Climb Global Solutions Form 4: Foster Keeps 76k Shares After Tax Withholding

Rhea-AI Filing Summary

Form 4 snapshot – Climb Global Solutions (CLMB): CEO & Director Dale R. Foster reported a routine tax-related transaction dated 08/05/2025.

• Transaction code: F – issuer-withheld shares to cover taxes upon restricted-stock vesting.
• Shares disposed: 519 common shares at $107.32, value ≈ $55.8 k.
• Post-transaction holding: 76,932 CLMB shares held directly.

No derivative positions were reported. Because the shares were withheld rather than sold on the open market, Foster’s economic exposure to CLMB remains largely unchanged and continues to signal insider alignment.

Positive

• CEO maintains a sizable direct stake of 76,932 shares, reinforcing alignment with shareholder interests.

Negative

• Small share disposal may be misinterpreted by some investors despite being tax-related.

Insights

Corporate Governance Analyst

TL;DR: Routine tax withholding; negligible governance impact, CEO still owns ~77k shares.

Code F indicates shares were automatically withheld to satisfy taxes on vested restricted stock, not an elective sale. The disposal represents <1% of Foster’s reported ownership and was executed at $107.32. His remaining 76,932-share stake continues to align management incentives with shareholders. No red flags or material governance shifts arise from this filing.

Portfolio Manager

TL;DR: Neutral for valuation; transaction is administrative, not directional.

The 519-share withholding (~$56k) is immaterial relative to CLMB’s float and Foster’s holdings. Absence of open-market selling suggests no negative signal on future performance. With no derivatives reported and holdings still robust, I view the filing as non-impactful for trading decisions.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Foster Dale Richard

(Last) (First) (Middle)

4 INDUSTRIAL WAY WEST

SUITE 300

(Street)

EATONTOWN NJ 07724

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Climb Global Solutions, Inc. [ CLMB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/05/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/05/2025		F(1)		519	D	$107.32	76,932	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares withheld at vesting of restricted stock for purposes of meeting the reporting person's tax obligations.

	/s/ Dale Foster	08/07/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did CLMB CEO Dale Foster report on the Form 4?

He reported an automatic share-withholding (code F) of 519 common shares to cover taxes on vested restricted stock.

How many Climb Global Solutions shares were disposed and at what price?

A total of 519 shares were withheld at $107.32 per share.

How many CLMB shares does Dale Foster own after the transaction?

He now directly holds 76,932 shares of Climb Global Solutions.

Were any derivative securities involved in this Form 4 filing?

No. Table II shows no derivative transactions.

Does the filing indicate open-market selling by the CEO?

No. Code F denotes issuer-withheld shares for tax purposes, not discretionary market sales.

Is this Form 4 likely to affect CLMB stock performance?

The transaction is routine and not considered materially impactful to the company’s valuation.